<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON _________, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
DPL INC.
(Exact name of Registrant as specified in its charter)
----------------------
OHIO 31-1163136
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
COURTHOUSE PLAZA SOUTHWEST
DAYTON, OHIO 45402
(937) 224-6000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
STEPHEN F. KOZIAR, JR., ESQ.
GROUP VICE PRESIDENT
DPL INC.
COURTHOUSE PLAZA SOUTHWEST
DAYTON, OHIO 45402
(937) 224-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including communications sent to agent for
service, should be sent to:
DAVID J. SORKIN, ESQ. CARTER W. EMERSON, P.C.
Simpson Thacher & Bartlett Kirkland & Ellis
425 Lexington Avenue 200 East Randolph Drive
New York, New York 10017 Chicago, Illinois 60601
(212) 455-2000 (312) 861-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box./ /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Title of Each Class of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee
Per Unit (1) Price (1)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, par value $.01
per share(2)(3) 31,560,000 $26.4375 $834,367,500 $220,273.02
-------------------------------------------------------------------------------------------------------------------
Warrants to purchase Common
Shares (4) 31,560,000 -- -- --
-------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(c) and (g) under the Securities Act of 1933, as
amended, and based on the average of the high and low sales prices of
common shares on August 21, 2000, as reported on the New York Stock
Exchange.
(2) Includes 31,560,000 common shares issuable upon exercise of warrants.
(3) Includes Preferred Share Purchase Rights of four-ninths of one Right per
common share.
(4) The warrants entitle the holders to purchase an aggregate of 31,560,000
common shares.
__________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THE SELLING SECURITYHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT COVERING THEM HAS BEEN DECLARED EFFECTIVE BY THE
SECURITIES AND EXCHANGE COMMISSION. THIS PRELIMINARY PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND NEITHER WE NOR THE SELLING SECURITYHOLDER
ARE SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
PROSPECTUS SUBJECT TO COMPLETION,
DATED AUGUST 23, 2000
DPL INC.
31,560,000 COMMON SHARES
31,560,000 WARRANTS
_______________________
This prospectus relates to the offer and sale of up to 31,560,000 common
shares and 31,560,000 warrants. These securities may be offered and sold from
time to time by the securityholder specified in this prospectus or its
successors in interest. See "Selling Securityholder." We will not receive any of
the proceeds from the sale of the securities by the selling securityholder.
At the time of a particular offer of shares or warrants, if required, we
will set forth the terms of the offering in a supplement to this prospectus.
Our common stock is traded on the New York Stock Exchange under the
symbol "DPL." On August 21, 2000 the last reported sale price of our common
stock on the New York Stock Exchange was $ 26.3125 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
We have agreed to pay the cost of the registration of the shares and
warrants and the preparation of this prospectus and the registration statement
under which it is filed. The expenses so payable by us are estimated to be
approximately $235,273.02.
The date of this Prospectus is August __, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION ......................................... 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ............................. 1
THE COMPANY ................................................................. 2
USE OF PROCEEDS ............................................................. 2
DESCRIPTION OF CAPITAL STOCK AND WARRANTS .................................. 3
SELLING SECURITYHOLDER ...................................................... 7
PLAN OF DISTRIBUTION ........................................................ 10
LEGAL MATTERS ............................................................... 11
EXPERTS ..................................................................... 11
</TABLE>
In this prospectus, "DPL", "we", "us" and "our" refer to DPL Inc.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information we file at the SEC's Public
Reference Room at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as
well as at the SEC's regional offices at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of these materials may also be obtained from the SEC at prescribed
rates by writing to the Public Reference Section of the SEC, 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our filings are also available to the
public from commercial document retrieval services and at the web site
maintained by the SEC at "http://www.sec.gov." You can also inspect and copy
reports, statements and other information about us at the offices of the New
York Stock Exchange, Public Reference Section, 20 Broad Street, New York, New
York 10005.
We have filed with the SEC a registration statement on Form S-3 with
respect to our securities being offered in this prospectus. This prospectus is a
part of that registration statement. Other parts of the registration statement
are omitted from this prospectus in accordance with the rules and regulations of
the SEC. Copies of the registration statement, including exhibits, may be
inspected, without charge, at the offices of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies may be obtained from the SEC at prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC permits us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The following
documents previously filed with the SEC by us (SEC File Number 1-9052) are
incorporated by reference into this prospectus:
- Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
- Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000 and June 30, 2000.
- Current Report on Form 8-K dated June 7, 2000.
- The description of capital stock contained in the Registration
Statement on Form 8-B filed under the Securities Exchange Act of
1934 and any amendment or report filed for the purpose of updating
such description.
We are also incorporating by reference additional documents that we file
with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act between the date of this prospectus and the date of the completion of the
offering. Information included in these later filings with the SEC will
automatically update and supersede information included in the filings listed
above.
You and any beneficial owner of common shares and warrants can obtain any
of the documents incorporated by reference through us or the SEC. Documents
incorporated by reference are available from us without charge, excluding all
exhibits unless we have specifically incorporated by reference an exhibit in
this prospectus. You may obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from the appropriate
party at the following address or telephone number: Stephen F. Koziar, Jr.,
Group Vice President, DPL Inc., Courthouse Plaza Southwest, Dayton, Ohio 45402,
telephone number: (937) 224-6000.
1
<PAGE>
THE COMPANY
DPL Inc. was organized in 1985 under the laws of the State of Ohio to
engage in the acquisition and holding of securities of corporations for
investment purposes. The executive offices of DPL are located at Courthouse
Plaza Southwest, Dayton, Ohio 45402, telephone number: (937) 224-6000.
DPL's principal subsidiary is The Dayton Power and Light Company. The
Dayton Power and Light Company is a public utility incorporated under the laws
of Ohio in 1911 and sells electricity and natural gas to residential, commercial
and governmental customers in a 6,000 square mile area of West Central Ohio.
Electricity for The Dayton Power and Light Company's 24 county service area is
generated at eight power plants and is distributed to 495,000 retail customers.
Natural gas is provided to 308,000 customers in 16 counties. Principal
industries served include electrical machinery, automotive and other
transportation equipment, non-electrical machinery, agriculture, paper, and
rubber and plastic products. On December 14, 1999, we agreed to sell our natural
gas retail distribution business to Indiana Energy, Inc., now named Vectren
Corporation, for $425 million. The sale is subject to regulatory approvals.
DPL and its subsidiaries are exempt from registration with the Securities
and Exchange Commission under the Public Utility Holding Company Act of 1935
because their utility business operates solely in the State of Ohio.
USE OF PROCEEDS
The selling securityholder will receive all of the proceeds from selling
the securities offered hereby. See "Selling Securityholder." We will not receive
any of the proceeds.
2
<PAGE>
DESCRIPTION OF CAPITAL STOCK AND WARRANTS
GENERAL MATTERS
Our total amount of authorized capital stock consists of 250,000,000
common shares, par value $0.01 per share, of which 128,973,004 were issued and
outstanding as of August 10, 2000 and 8,000,000 preferred shares, without par
value, of which 1,200,000 shares have been designated as Series A Preferred
Shares and 6,800,000 designated as Series B Preferred Shares. There are
presently no Series A Preferred Shares outstanding. The Series A Preferred
Shares are reserved for issuance upon exercise of the Rights (as defined below)
distributed to the holders of common shares pursuant to the Rights Agreement (as
defined below). There are 6,800,000 Series B Preferred Shares issued and
outstanding as of August 10, 2000. The following summary of certain provisions
of our capital stock describes all material provisions of our capital stock, but
does not purport to be complete and is subject to, and qualified in its entirety
by, our Amended Articles of Incorporation, the Code of Regulations (the
"Regulations") and the Rights Agreement which are included as exhibits to the
registration statement. See "Where You Can Find More Information."
Holders of common shares and preferred shares are entitled to one vote
per share upon all matters presented to shareholders. The Board of Directors is
divided into three classes, one of which is elected each year for a term of
three years. Shareholders may cumulate their votes in the election of directors
if notice has been given as provided by Ohio law. A majority of the outstanding
voting power of DPL constitutes a quorum at any meeting for the election of
directors.
COMMON SHARES
All of the outstanding common shares are, and all of the common shares
offered by this prospectus, when issued, will be, fully paid and non-assessable.
Other than as described under the heading "Series B Preferred Shares," the
shareholders of DPL do not have any preemptive or other rights to purchase any
common shares or other securities of DPL.
Subject to the preferential dividend rights and sinking fund provisions
of any preferred shares which hereafter may be outstanding, holders of common
shares are entitled to receive such dividends as may be lawfully declared at
such time and in such amounts as the board of directors may from time to time
determine. Upon liquidation, holders of common shares are entitled to receive
pro rata all assets available to shareholders after payment to the holders of
any preferred shares of their preferential liquidation amounts.
The common shares are listed on the New York Stock Exchange.
PREFERRED SHARE PURCHASE RIGHTS
The following summary of certain provisions of the Rights Agreement
between DPL and The First National Bank of Boston, as Rights Agent, dated
December 3, 1991, as amended (the "Rights Agreement") does not purport to be
complete and is qualified in its entirety by reference to all of the provisions
of the Rights Agreement. See "Where You Can Find More Information."
Holders of common shares have four-ninths of one preferred share purchase
right (a "Right") for each common share of DPL held by them. Each Right is
currently evidenced by and trades with the common shares. When the Rights become
exercisable, each Right will entitle the registered holder to purchase from DPL
one one-hundredth of a Series A Preferred Share, no par value, at an exercise
price of $66 per one one-hundredth of a share (the "Purchase Price").
The Rights will separate from the common shares and become exercisable
following the earlier to occur of (i) ten days following the date of public
disclosure that a person or group (an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding common shares or (ii) ten
business days following the commencement of a tender offer or exchange offer by
a person other than DPL to acquire beneficial ownership of 15% or more of the
outstanding common shares (the earlier of such dates being called the
"Distribution Date").
3
<PAGE>
No person will become an Acquiring Person solely as the result of an
acquisition of common shares by DPL which, by reducing the number of shares
outstanding, increases the proportionate number of shares beneficially owned
by such person to 15% or more of the common shares then outstanding;
PROVIDED, HOWEVER, that, if a person becomes the beneficial owner of 15% or
more of the common shares then outstanding solely by reason of share
purchases by DPL and, after such share purchases by DPL, becomes the
beneficial owner of any additional common shares by any means whatsoever
(other than pursuant to a stock split, stock dividend or similar
transaction), then such person will be deemed to be an Acquiring Person.
An Acquiring Person will not include Kohlberg Kravis Roberts & Co. L.P.
or any affiliate of KKR (KKR and each affiliate of KKR is hereinafter referred
to as a KKR Person) as long as no KKR Person, together with all affiliates and
associates of such KKR Person, has beneficial ownership of more than 25% of
outstanding common shares. However, (x) if any KKR Person, together with all
affiliates and associates of such KKR Person, becomes the beneficial owner of
more than 25% of the common shares then outstanding, other than solely as a
result of the acquisition of common shares by DPL, then such KKR Person will be
deemed to be an Acquiring Person, (y) no KKR Person will become an Acquiring
Person solely as the result of an acquisition of common shares by DPL which, by
reducing the number of shares outstanding, increases the proportionate number of
shares beneficially owned by such KKR Person to more than 25% of the common
shares of DPL then outstanding, PROVIDED that, if a KKR Person becomes the
beneficial owner of more than 25% of the common shares then outstanding solely
by reason of share purchases by DPL and, after such share purchases by DPL,
becomes the beneficial owner of any additional common shares by any means
whatsoever (other than pursuant to a stock split, stock dividend or similar
transaction), then such KKR Person will be deemed to be an Acquiring Person, and
(z) if any person (other than a KKR Person) acquires by any means whatsoever any
common shares from any KKR Person and if such person, together with all
affiliates and associates of such person, becomes the beneficial owner of 15% or
more of the common shares then outstanding, then such person will be deemed to
be an Acquiring Person.
In the event a person becomes an Acquiring Person, the Rights would
entitle each holder of a Right, other than the Acquiring Person, to purchase at
the Purchase Price, that number of common shares having a market value equal to
two times the Purchase Price. In the event that, following the acquisition of
15% of the common shares, DPL is acquired in a merger or other business
combination or more than 50% of its consolidated assets, earning power or cash
flow is sold or otherwise transferred or disposed of, the Rights would entitle
each holder of a Right, except for Rights held by an Acquiring Person, to
purchase, at the Purchase Price, that number of common shares of the acquiring
company having a market value of two times the Purchase Price. DPL is entitled
to redeem or amend the Rights, subject to certain conditions, prior to the
Distribution Date. The Rights will expire on December 13, 2001 unless earlier
redeemed or exchanged by DPL.
PREFERRED SHARES
The Board of Directors may authorize the issuance of preferred shares in
series and establish as to each series the dividend rate, redemption rights,
liquidation rights, sinking fund requirements and conversion rights, subject to
the restrictions described under the heading "Series B Preferred Shares."
Issuances of preferred shares may limit or qualify the rights of holders of our
common shares.
SERIES B PREFERRED SHARES
Each Series B Preferred Share is entitled to one vote with respect to all
matters submitted for approval by the shareholders of DPL. Except as provided by
law or by the express terms of the Series B Preferred Shares, the holders of the
Series B Preferred Shares vote together with holders of the common shares as a
single class.
The Series B Preferred Shares will, with respect to dividends and rights
upon liquidation, dissolution or winding up, whether voluntary or involuntary,
rank (i) senior to the common shares and, subject to certain exceptions, to each
other class of capital shares or series of preferred shares or other equity
linked security established after March 13, 2000, the terms of which do not
expressly provide that it ranks senior to or on a parity with the Series B
Preferred Shares as to dividends and rights upon liquidation, dissolution or
winding up, whether voluntary or involuntary (collectively referred to with the
common shares as "Junior Securities") and (ii) on parity with any shares of
Series A Preferred Shares ("Parity Securities") issued by DPL. The holders of
Series B Preferred Shares will be entitled to receive, when, as and if declared
by the Board of Directors, out of the assets of DPL which are, by law,
4
<PAGE>
available for such payment, cumulative dividends, payable in cash, at a rate per
annum, for each Series B Preferred Share, equal to 8.5% of the sum of (i) $0.01
per share and (ii) all compounded accumulated and unpaid dividends on such
Series B Preferred Shares from March 13, 2000, in each case, as adjusted for any
stock dividends, combinations or splits or similar events with respect to such
share. Such dividends will be paid and compounded quarterly on the first day of
March, June, September and December in each year commencing with a payment on
June 1, 2000. Subject to certain exceptions, unless full cumulative dividends on
all outstanding Series B Preferred Shares have been paid, DPL will not (i)
declare or pay any dividend or distribution on any Parity Securities or Junior
Securities, (ii) repurchase, redeem or otherwise acquire or retire Parity
Securities or Junior Securities or (iii) pay into or set aside for a sinking or
other like fund any monies for the purchase, redemption or other acquisition or
retirement of Parity Securities or Junior Securities.
Upon any liquidation, dissolution or winding up of DPL, whether voluntary
or involuntary, before any distribution or payment will be made to the holders
of any Junior Securities, the holders of Series B Preferred Shares will be
entitled to be paid out of the remaining assets of DPL legally available for
distribution with respect to each Series B Preferred Share an amount in cash
equal to (i) $0.01 plus (ii) any accumulated but unpaid dividends thereon, in
each case as adjusted for any stock dividends, combinations or splits or similar
events with respect to such share.
DPL will not, without the prior approval of the holders of a majority of
the outstanding Series B Preferred Shares, issue any other preferred shares of
DPL (other than the Series A Preferred Shares authorized prior to March 13,
2000) (i) of the same class as the Series B Preferred Shares or (ii) ranking
senior to the Series B Preferred Shares.
The Series B Preferred Shares are not redeemable by DPL, except that
DPL will, from time to time, at the option of Dayton Ventures LLC, redeem
such number of Series B Preferred Shares so that at no time will Dayton
Ventures LLC, together with its affiliates, own common shares and Series B
Preferred Shares representing in excess of 4.9% of the voting power of DPL in
the election of directors of DPL. Pursuant to the Securityholders and
Registration Rights Agreement dated March 13, 2000 with Dayton Ventures LLC
and the other parties named therein (the "Securityholders Agreement"), a
Series B Preferred Share will only be transferred or otherwise disposed of
together with one warrant. To the extent that Dayton Ventures LLC or any of
its affiliates or any such transferee holds a greater number of warrants than
Series B Preferred Shares it may transfer any such excess warrants without
transferring Series B Preferred Shares. If the holder of a warrant wishes to
exercise warrants that are not excess warrants, DPL will redeem
simultaneously with the exercise of such warrants an equal number of Series B
Preferred Shares held by such holder. The redemption price for the Series B
Preferred Shares is equal to the sum of (i) $0.01 per share plus (ii) any
accumulated and unpaid dividends.
WARRANTS
The following is a brief summary of certain provisions of the warrants.
This summary is not complete and is qualified in all respects by reference to
the warrants. A copy of the form of the warrant has been filed as an exhibit to
the registration statement. We have 31,560,000 warrants issued and outstanding.
The warrants are exercisable, in whole or in part, for common shares at any time
during the twelve-year period commencing on March 13, 2000. Each warrant is
exercisable for one common share, subject to anti-dilution adjustments. The
exercise price of the warrants is $21.00 per common share, subject to
anti-dilution adjustments.
The exercise price, the number of common shares purchasable and/or the
type of consideration receivable upon the exercise of the warrants are subject
to adjustment upon the occurrence of certain events, including:
1. The payment of dividends and other distributions by us to our
stockholders (other than our regular quarterly cash dividend).
2. The issuance of common shares by us below the market price.
3. Issuances by us of rights, options or warrants for the purchase
of, or securities convertible or exchangeable into, common shares
with an exercise, conversion or exchange price below the market
price of the common shares.
4. Combinations, subdivisions or reclassifications of our common
shares.
5
<PAGE>
5. Mergers, consolidations, or reorganizations involving us or sales
of all or substantially all of our assets.
In addition, in the event of a declaration, issuance or consummation of
any dividend, spin-off or other distribution or similar transaction by us of the
capital stock of any of our subsidiaries, additional warrants of such subsidiary
will be issued to Dayton Ventures LLC so that after the transaction Dayton
Ventures LLC will have the same interest in the fully diluted number of common
shares of such subsidiary as Dayton Ventures LLC had in us immediately prior to
such transaction.
6
<PAGE>
SELLING SECURITYHOLDER
This prospectus relates to the offer and sale for the account of the
selling securityholder from time to time of an aggregate of up to 31,560,000
common shares and up to 31,560,000 warrants. All of these common shares are
issuable upon exercise of the warrants held by the selling securityholder. Each
warrant entitles the holder to purchase one common share for $21.00.
The following table sets forth information regarding the selling
securityholder for whom we are registering the common shares and warrants for
resale to the public. We have no knowledge of the intentions of the selling
securityholder to actually sell any of the securities listed in the table. From
time to time, the selling securityholder will determine the number of common
shares or warrants which it may sell. Beneficial ownership of the common shares
listed in the table has been determined in accordance with the applicable rules
and regulations promulgated under the Securities Exchange Act of 1934, as
amended. The information below assumes that Dayton Ventures LLC sells all of the
offered common shares and warrants and that it acquires no additional shares
before the completion of this offering. There are no material relationships
between the selling securityholder and DPL other than as disclosed below.
BENEFICIAL OWNERSHIP BEFORE OFFERING
COMMON SHARES
<TABLE>
<CAPTION>
COMMON SHARES TO BE SOLD
NAME NUMBER PERCENT OF CLASS(1) IN THE OFFERING
---- ------ ------------------- --------------------
<S> <C> <C> <C>
Dayton Ventures LLC(2) 31,560,000(3) 19.66% 31,560,000
</TABLE>
WARRANTS
<TABLE>
<CAPTION>
WARRANTS TO BE SOLD
NAME NUMBER PERCENT IN THE OFFERING
---- ------ ------- -------------------
<S> <C> <C> <C>
Dayton Ventures LLC(2) 31,560,000 100% 31,560,000
</TABLE>
(1) Based on total common shares outstanding as of August 10, 2000.
(2) Dayton Ventures LLC is a Delaware limited liability company, the sole
members of which are KKR 1996 Fund L.P., a Delaware limited partnership,
and KKR Partners II, L.P., a Delaware limited partnership. As the sole
members of Dayton Ventures LLC, KKR 1996 Fund and KKR Partners have the
power to direct the voting and disposition of any common shares and the
disposition of any warrants beneficially owned or deemed to be
beneficially owned by, and may be deemed to beneficially own any common
shares or warrants that are beneficially owned by, Dayton Ventures LLC.
KKR Associates 1996 L.P., a Delaware limited partnership, is the sole
general partner of KKR 1996 Fund and KKR Associates (Strata) L.P., a
Delaware limited partnership, is the sole general partner of KKR
Partners. As a result, KKR Associates 1996 and KKR Associates Strata
have the power to direct the voting and disposition of any common
shares and the disposition of any warrants beneficially owned or deemed
to be beneficially owned by, and may be deemed
7
<PAGE>
to beneficially own any common shares or warrants deemed to be
beneficially owned by, KKR 1996 Fund and KKR Partners, respectively.
KKR 1996 GP LLC, a Delaware limited liability company, is the sole
general partner of KKR Associates 1996 and Strata LLC, a Delaware
limited liability company, is the sole general partner of KKR
Associates Strata. As a result, KKR 1996 LLC and Strata LLC have the
power to direct the voting and disposition of any common shares and
the disposition of any warrants beneficially owned or deemed to be
beneficially owned by, and may be deemed to beneficially own any
common shares or warrants deemed to be beneficially owned by, KKR
Associates 1996 and KKR Associates Strata, respectively. As a member
of each of KKR 1996 LLC and Strata LLC, each of Messrs. Henry R.
Kravis, George R. Roberts, Robert I. Macdonnell, Paul E. Raether,
Michael W. Michelson, James H. Greene, Jr., Michael T. Tokarz, Perry
Golkin, Scott M. Stuart and Edward A. Gilhuly may be deemed to
beneficially own any common shares or warrants that KKR 1996 LLC and
Strata LLC may beneficially own or be deemed to beneficially own,
although each such individual disclaims beneficial ownership of such
common shares and warrants.
(3) Dayton Ventures LLC does not own any common shares. Number of common
shares represents the number of common shares issuable upon exercise of
the warrants.
We have prepared this prospectus to meet our obligations under certain
agreements with the selling securityholder.
On March 13, 2000, Dayton Ventures LLC purchased warrants to purchase
31,560,000 common shares, subject to anti-dilution adjustments, for an aggregate
purchase price of $50,000,000, pursuant to a Securities Purchase Agreement,
dated as of February 1, 2000, by and among DPL, Dayton Capital Trust I, Dayton
Ventures, Inc., and Dayton Ventures LLC, as amended on February 24, 2000 (the
"Purchase Agreement"). Pursuant to the Purchase Agreement, Dayton Ventures LLC
also purchased 6,800,000 of DPL's Series B Preferred Shares for an aggregate
purchase price of $68,000. In addition, pursuant to the Purchase Agreement,
Dayton Ventures, Inc. purchased $550,000,000 aggregate principal amount of the
Dayton Capital Trust I's 8.5% trust preferred securities for $500,000,000. As
provided in the Purchase Agreement, DPL used the $550,000,000 proceeds from the
closing of the above transactions on February 4, 2000, through a tender offer,
to repurchase 25,000,000 of our common shares at a price of $23 per share.
Pursuant to the Purchase Agreement, we agreed to increase our board of
directors to eleven members and appoint one person designated by Dayton Ventures
LLC to the board of directors. Effective upon the closing of the purchase and
sale of the securities, DPL appointed George R. Roberts and Scott M. Stuart to
DPL's board of directors. Messrs. Roberts and Stuart are members of each of KKR
1996 LLC and Strata LLC. In addition, the Securityholders Agreement provides
that so long as Dayton Ventures LLC and its affiliates beneficially own, in the
aggregate, at least 12,640,000 of our common shares (including shares issuable
upon the exercise of warrants), Dayton Ventures LLC shall have the right to
designate one person for election to (i) our board of directors, (ii) The Dayton
Power and Light Company's board of directors and (iii) the board of directors of
any separate entity or entities formed to hold The Dayton Power and Light
Company's electricity generation, transmission and/or distribution businesses or
any material portion thereof (other than a wholly owned subsidiary of DPL or The
Dayton Power and Light Company or any of their respective wholly owned
subsidiaries).
Pursuant to the Securityholders Agreement, so long as Dayton Ventures LLC
and its affiliates beneficially own, in the aggregate, at least 12,640,000 of
our common shares (including shares issuable upon the exercise of warrants), the
approval of Dayton Ventures LLC shall be required for DPL to take certain
actions, including (i) any amendment, alteration or change to the rights,
preferences or powers of the Series B Preferred Shares, (ii) the issuance of any
other preferred shares of DPL (other than shares previously reserved in
connection with the Rights Agreement) of the same class or senior to the Series
B Preferred Shares, (iii) any amendment, repeal or alteration of our Articles of
Incorporation or Regulations in a manner that adversely affects the holders of
the Series B Preferred Shares, (iv) any action by us that would result in Dayton
Ventures LLC and its affiliates or any transferee holding in excess of 4.9% of
the our voting securities or becoming subject to certain regulation under the
Public Utility Holding Company Act of 1935, (v) any merger, consolidation or
acquisition or any sale or transfer of all or a material portion of the assets
of DPL or any other business combination transaction or any issuance of equity
securities of our subsidiaries which would result in any downgrade or rating of
any indebtedness of DPL or any of our subsidiaries below an investment grade
rating of Baa3 by Moody's Investor Services or BBB- by Standard and Poor's
Rating Services (collectively, the "Indebtedness Rating"), (vi) any spin-off or
split-off, dividend or other distribution or sale or other disposition of all or
a material portion of any of our electricity generation, transmission or
distribution
8
<PAGE>
businesses which would result in any downgrade or rating of any indebtedness of
DPL or any of our subsidiaries below the Indebtedness Rating, (vii) any
incurrence of indebtedness which would result in any downgrade or rating of any
indebtedness of DPL or any of our subsidiaries below the Indebtedness Rating, or
(viii) any arrangement or contract to do any of the foregoing.
Pursuant to the Securityholders Agreement, we will purchase, in each case
on a date no less than six months after the date of exercise of all or any
portion of the warrants then held by Dayton Ventures LLC and/or its affiliates,
at the option of Dayton Ventures, Inc., such number of trust preferred
securities held by Dayton Ventures, Inc. for (i) a cash purchase price equal to
the liquidation preference of such trust preferred securities in an amount up
to, at the election of Dayton Ventures, Inc., the aggregate exercise price paid
in cash, if any, upon the exercise of any such warrants or (ii) at our option, a
purchase price paid in cash or in our common shares (with each such share equal
in value to the Fair Market Value (as defined in the warrant) of one share of
our common shares on the trading date immediately prior to the exercise date of
the applicable warrants) in an amount up to, at the election of Dayton Ventures,
Inc., the aggregate exercise price paid through the surrender of warrants, if
any, upon the exercise of any such warrants. This option of Dayton Ventures,
Inc. must be exercised within 60 days after the expiration of the six month
period.
Until March 13, 2005, Dayton Ventures LLC has agreed, pursuant to the
Securityholders Agreement, that it will not, and that it will cause each of its
affiliates not to, without the prior approval of our board of directors,
directly or indirectly, (i) acquire, offer or propose to acquire or agree to
acquire the beneficial ownership of any additional voting securities of DPL or
any of our subsidiaries (subject to certain exceptions), (ii) make any public
announcement with respect to, or submit any proposal for, any merger,
consolidation, sale of substantial assets or other business combination or
extraordinary transaction involving DPL or any of our subsidiaries, (iii) make,
or in any way participate in, any solicitation of proxies to vote any voting
securities of DPL or any of our subsidiaries or seek to advise or influence any
person with respect to the voting of any voting securities of DPL or any of our
subsidiaries, (iv) form, join or in any way participate in any group (other than
with respect to its affiliates) with respect to any of the voting securities of
DPL, (v) otherwise act, either alone or in concert with others, to seek control
of DPL or any of our subsidiaries, (vi) disclose any intention, proposal, plan
or arrangement with respect to any of the foregoing, or (vii) make any demand,
request or proposal to amend, waive or terminate any of the foregoing
provisions.
The foregoing restrictions on Dayton Ventures LLC will not apply if: (i)
a third party who is not an affiliate of Dayton Ventures LLC or any of its
affiliates commences or publicly announces its intention to commence a bona fide
tender or exchange offer for more than 15% of the outstanding voting securities
of DPL and our board of directors does not recommend against the tender or
exchange offer within ten business days after the commencement thereof or such
longer period as shall then be permitted under SEC rules; (ii) a third party
acquires beneficial ownership of 15% of DPL's outstanding voting securities
(other than as a result of purchases of such securities from DPL made with
Dayton Ventures LLC's prior written consent); (iii) a third party makes a bona
fide proposal to acquire all or substantially all of the assets of DPL or The
Dayton Power and Light Company that our board of directors is actively
negotiating and the consummation of which would require approval of the
shareholders of DPL pursuant to the General Corporation Law of the State of
Ohio; (iv) a third party makes a bona fide proposal to enter into any
acquisition or other business combination transaction with DPL or The Dayton
Power and Light Company that our board of directors is actively negotiating; (v)
DPL enters into (or publicly announces our intention to do so) a definitive
agreement, or an agreement contemplating a definitive agreement, for any of the
foregoing transactions described above; or (vi) DPL or the Dayton Capital Trust
I is in material breach of its obligations under the Securityholders Agreement.
Pursuant to the Securityholders Agreement, the warrants and the Series B
Preferred Shares, in connection with the declaration, issuance or consummation
of any dividend, spin-off or other distribution or similar transaction by DPL of
the capital stock of any of our subsidiaries, DPL will cause (i) to the extent
that the Series B Preferred Shares and the warrants remain outstanding,
additional shares of voting preferred shares of such subsidiary and additional
warrants of such subsidiary with substantially similar terms as the Series B
Preferred Shares and the warrants, respectively, to be issued to Dayton Ventures
LLC or one or more of its nominees or its transferees so that after giving
effect to such transaction Dayton Ventures LLC and its nominees and transferees
have the same interest in voting preferred shares (and voting securities) and
warrants in each of DPL and such subsidiary as they had in the Series B
Preferred Shares and the warrants immediately prior to such transaction and (ii)
any such subsidiary to enter into a securityholders and registration rights
agreement with substantially similar terms, conditions, covenants and governance
provisions as are provided for in the Securityholders Agreement with Dayton
Ventures LLC and/or its nominees or any transferees, as appropriate.
9
<PAGE>
Pursuant to the Securityholders Agreement, we are required to file with
the SEC on or before September 9, 2000 an "evergreen" shelf registration
statement on Form S-3, providing for an offering (including underwritten
offerings) to be made on a continuous basis of the warrants or common shares
issuable upon exercise of the warrants and to use our commercially reasonable
efforts to cause such registration statement to become effective and to be
maintained in effect. If such a shelf registration statement is not then
effective, Dayton Ventures LLC or any other holder or holders of registrable
securities with registration rights, in each case holding in excess of 10% of
the warrants and common shares issued upon exercise of the warrants, may require
DPL to register under the Securities Act all or part of the registrable
securities of such party or parties. Such holders of registrable securities are
entitled to five such "demand" registration rights under the Securityholders
Agreement. Further, holders of registrable securities also have "piggyback"
registration rights with respect to the registrable securities subject to
certain restrictions and limitations.
In connection with the transaction with Dayton Ventures LLC, we paid
affiliates of Kohlberg Kravis Roberts & Co. L.P. $16.5 million in fees and
expenses including expenses of consultants, investment bankers, accountants and
counsel. We have agreed to pay Kohlberg Kravis Roberts & Co. L.P. an annual
management, consulting and financial services fee of $1 million. During 1999, we
subscribed to invest up to $100 million over time in an investment fund
sponsored by Kohlberg Kravis Roberts & Co. L.P. on customary terms.
PLAN OF DISTRIBUTION
The purpose of this prospectus is to permit the selling securityholder,
or its pledgees on behalf of the selling securityholder, to offer and sell up to
31,560,000 warrants to purchase our common shares and up to 31,560,000 common
shares upon exercise of the warrants at such times and at such prices as the
selling securityholder may choose. Donees and other transferees of the selling
securityholder may also use this prospectus to offer and sell any warrants or
common shares that they may acquire from the selling securityholder.
We will not receive any proceeds from the sale of the warrants or the
common shares underlying the warrants through this prospectus. However, we will
receive $21.00 per common share upon the exercise of the warrants. We have
agreed to pay the expenses of registration of the securities offered hereby,
including legal and accounting fees, but excluding underwriter's discounts and
commissions, if any.
The warrants and the common shares underlying the warrants may be sold
from time to time at
- negotiated prices,
- fixed prices which may be changed,
- market prices prevailing at the time of sale or
- prices related to prevailing market prices.
The selling securityholder may effect such transactions by selling
securities directly to purchasers or to or through broker-dealers, which may act
as agents or principals. The selling securityholder will be responsible for
paying compensation owed by it to any underwriters, dealers, brokers or agents
participating in the distribution of its warrants or common shares underlying
its warrants, regardless of whether such compensation is in the form of
underwriting discounts, concessions, commission or fees. This compensation might
be in excess of customary commissions. The aggregate proceeds to a selling
securityholder from the sale of its warrants or common shares offered by this
prospectus will be the purchase price of such warrants or common shares less any
discounts or commissions.
The securities may be sold or distributed in a variety of ways,
including:
- Block trades (which may involve crosses) in which the broker or
dealer so engaged will attempt to sell the securities as agent but
may position and resell a portion of the block as principal to
facilitate the transaction.
10
<PAGE>
- Purchases by a broker or dealer as principal and resale by such
broker or dealer for its account.
- Exchange distributions and/or secondary distributions in
accordance with the rules of the New York Stock Exchange.
- Ordinary brokerage transactions and transactions in which the
broker solicits purchasers.
- Sales in the over-the-counter market.
- Through short sales of securities.
- Pro rata distributions in the ordinary course of business or as
part of the liquidation and winding up of the affairs of the
selling securityholder.
- Privately negotiated transactions.
- By pledge to secure debts and other obligations.
In addition, any shares covered by this prospectus which qualify for sale
pursuant to Rule 144 may be sold by the selling securityholder under Rule 144
rather than pursuant to this prospectus.
The selling securityholder, any underwriter, any broker-dealer or any
agent that participates with the selling securityholder in the distribution of
the warrants or the common shares may be deemed to be an "underwriter" within
the meaning of the Securities Act. As a result thereof, any discounts,
commissions or concessions received by them and any profit on the resales of
these securities purchased by them may be deemed to be underwriting commissions
under the Securities Act. To the extent required, the number of common shares or
warrants to be sold, the respective purchase price and the public offering
price, the names of any such broker, dealer or underwriter, any commissions or
discounts with respect to a particular offer and any other information material
to the transaction will be set forth in an accompanying prospectus supplement
or, if appropriate, a post-effective amendment to the registration statement of
which this prospectus is a part.
The Securityholders Agreement requires us to indemnify the selling
securityholder, and the directors, officers and affiliates of the selling
securityholder against certain liabilities in connection with the offer and sale
of the warrants and the common shares underlying the warrants hereunder,
including under the Securities Act.
LEGAL MATTERS
The validity of the warrants and the common shares underlying the
warrants offered hereby will be passed upon for us by Chernesky, Heyman & Kress
P.L.L., Dayton, Ohio.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31, 1999
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
11
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses of the Registrant in
connection with the issuance and distribution of the securities being
registered, other than underwriting discounts and commissions. All such amounts
are estimates, other than the fees payable to the Commission.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee ...... $ 220,273.02
Legal fees and expenses .................................. 10,000.00
Accounting fees and expenses ............................. 3,000.00
Miscellaneous ............................................ 2,000.00
---------------
Total ............................................. $ 235,273.02
===============
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Code of Regulations of the Company provides for
indemnification of directors, officers, employees or agents of the Company, or
individuals who serve at the request of the Company in such capacities for other
entities, against any and all losses, liabilities, damages, expenses, judgments,
fines and settlements incurred by them in connection with claims and/or
litigation arising out of their service. Article VII provides that
indemnification shall be available to the full extent permitted by law
including, without limitation, Section 1701.13(E) of the Ohio Revised Code.
Under Ohio law, the liabilities against which a director and officer may
be indemnified and factors employed to determine whether a director and officer
is entitled to indemnification in a particular instance depend on whether the
proceeding in which the claim for indemnification arises was brought (a) other
than by and in the right of the corporation ("Category A Proceedings") or (b) by
and in the right of the corporation ("Category B Proceedings").
In Category A Proceedings, a corporation may indemnify each director and
officer against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with any threatened or actual proceeding in which he may be involved by reason
of his having acted in such capacity, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, he had no
reasonable cause to believe that his conduct was unlawful.
In Category B Proceedings, a corporation may indemnify each director and
officer against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense or settlement of any such
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, except that no
indemnification is permitted with respect to (i) any matter as to which such
person has been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless a court determines such person
is entitled to indemnification; or (ii) any matter in which the only liability
asserted against a director or officer relates to an unlawful loan, dividend,
distribution of assets or purchase or redemption of shares.
Unless indemnification is ordered by a court, the determination as to
whether or not an individual has satisfied the applicable standards of conduct
(and therefore may be indemnified) is made by the corporation by a majority vote
of a quorum consisting of directors of the corporation who were not parties to
the action; or if such a quorum is not obtainable, or if a majority vote of a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion; or by the shareholders of the corporation; or by the court in
which such action was brought.
Article VII does not limit in any way other indemnification rights to
which those seeking indemnification may be entitled. Ohio law requires
indemnification against expenses where a director or officer is successful on
the merits or otherwise in defense of any action. Consistent with Ohio law,
Article VII provides that expenses incurred by a director or officer in
defending any action may be paid by the Company in advance of final disposition,
upon
II-1
<PAGE>
receipt of an undertaking to repay such amount unless it is ultimately
determined that he is entitled to indemnification pursuant to Article VII.
The Company maintains insurance policies covering its officers and
directors against certain civil liabilities, including liabilities under the
Securities Act of 1933.
ITEM 16. EXHIBITS.
See Exhibit Index
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe it meets all
the requirements for filing on Form S-3 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dayton and the State of Ohio, on the
23rd day of August, 2000.
DPL INC.
By: /s/ Allen M. Hill
------------------------------
Allen M. Hill
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Allen M. Hill and Stephen F. Koziar, Jr. and each
of them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities to sign any and all amendments (including pre-effective and
post-effective amendments) to this Registration Statement (and any registration
statement filed pursuant to Rule 462(b) under the Securities Act), and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
* * * *
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND AS OF THE DATES INDICATED.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director, President and Chief
/s/ Allen M. Hill Executive Officer (principal August 23, 2000
------------------------- executive officer)
Allen M. Hill
/s/ Elizabeth M. McCarthy Vice President and Chief
------------------------- Accounting Officer (principal August 23, 2000
Elizabeth M. McCarthy financial and accounting
officer)
/s/ Peter H. Forster Director and Chairman
------------------------- August 23, 2000
Peter H. Forster
Director August ___, 2000
-------------------------
T. J. Danis
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C> <C>
Director August ___, 2000
-------------------------
J.F. Dicke, II
/s/ Ernie Green Director August 23, 2000
-------------------------
Ernie Green
/s/ Jane G. Haley Director August 23, 2000
-------------------------
Jane G. Haley
Director August ___, 2000
-------------------------
W A. Hillenbrand
/s/ David R. Holmes Director August 23, 2000
-------------------------
David R. Holmes
/s/ Burnell R. Roberts Director August 23, 2000
-------------------------
Burnell R. Roberts
Director August ___, 2000
-------------------------
George R. Roberts
Director August ___, 2000
-------------------------
Scott M. Stuart
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement:
<TABLE>
<CAPTION>
EXHIBIT INCORPORATION
NUMBER DESCRIPTION BY REFERENCE
------- ----------- -----------------------
<S> <C> <C>
4(a) Copy of Amended Articles of Incorporation of DPL Inc., dated Exhibit 3 to DPL Inc.'s
January 4, 1991 and amendment dated December 3, 1991 Annual Report on Form
10-K for the year ended
December 31, 1991
4(b) Form of Certificate of Amendment to the Articles of Incorporation of Exhibit A of Exhibit
DPL Inc. 99.B to DPL Inc.'s
Schedule TO-I, dated
February 4, 2000
4(c) Copy of Shareholder Rights Agreement between DPL Inc. and The First Exhibit 4 to Report on
National Bank of Boston Form 8-K dated
December 13, 1991
(File No. 1-9052)
4(d) Copy of Amendment No. 1 to Rights Agreement between DPL Inc. and Fleet Exhibit 1 to Form 8-
National Bank (f/k/a BankBoston, N.A., f/k/a The First National Bank of A12B/A dated March
Boston) 21, 2000 (File No. 1-
9052)
4(e) Copy of Securities Purchase Agreement dated as of February 1, 2000 by and Exhibit 99 (b) to
among DPL Inc. and DPL Capital Trust I, Dayton Ventures LLC and Dayton Schedule TO dated
Ventures Inc. and certain exhibits thereto February 4, 2000 (File
No. 1-9052)
4(f) Copy of Amendment to Securities Purchase Agreement, dated February 24, Exhibit 99(b)(II) to
2000, by and among DPL Inc. and DPL Capital Trust I, Dayton Ventures LLC Schedule TO/A dated
and Dayton Ventures Inc. February 25, 2000 (File
No. 1-9052)
4(g) Form of Securityholders and Registration Rights Agreement dated as of Exhibit G of Exhibit
March 13, 2000, by and among DPL Inc., DPL Capital Trust I, Dayton 99.B to DPL Inc.'s
Ventures LLC and Dayton Ventures Inc. Schedule TO-I, dated
February 4, 2000 (File
No. 1-9052)
4(h) Form of Warrant, dated March 13, 2000, issued by DPL Inc. Exhibit B of Exhibit
99.B to DPL Inc.'s
Schedule TO-I, dated
February 4, 2000 (File
No. 1-9052)
</TABLE>
The following exhibits are filed herewith:
<TABLE>
<S> <C>
5.1 Opinion of Chernesky, Heyman & Kress P.L.L.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Chernesky, Heyman & Kress P.L.L. (included in Exhibit 5.1)
24.1 Powers of Attorney included in Part II of Registration Statement
</TABLE>
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